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Maximizing Value in Community Development

AUSTIN, Texas--(BUSINESS WIRE)--Apr. 29, 2014--
Forestar Group Inc. ("Forestar") (NYSE: FOR) today
announced that its wholly-owned subsidiary, Forestar (USA) Real Estate
Group Inc. ("Forestar USA"), intends to offer, in a private transaction,
up to $250 million aggregate principal amount of senior secured notes
due 2022 (the "Secured Notes"), subject to market conditions and other
factors.

The Secured Notes will be unsubordinated obligations of Forestar USA and
will be guaranteed by Forestar and each of Forestar USA's existing and
future U.S. subsidiaries that guarantee its senior secured credit
facility, subject to certain exceptions. The Secured Notes and related
guarantees will be secured by a second priority lien on Forestar USA's
and the guarantors' existing and future assets, including pledges of
Forestar USA's equity interests and the equity interests of certain of
its subsidiaries, that also secure its senior secured credit facility.

Forestar intends to use the net proceeds of the offering to repay and
retire all of the amounts outstanding under the term loan portion of its
senior secured credit facility and to use the remaining proceeds for
general corporate purposes, which may include investments in strategic
growth opportunities.

This press release shall not constitute an offer to sell nor the
solicitation of an offer to buy the Secured Notes or any other
securities and shall not constitute an offer, solicitation or sale in
any jurisdiction in which, or to any person to whom, such an offer,
solicitation or sale is unlawful. Any offers of the Secured Notes will
be made only by means of a private offering circular to qualified
institutional buyers under Rule 144A and to persons outside of the
United States under Regulation S under the Securities Act of 1933, as
amended (the "Securities Act").

The Secured Notes have not been registered under the Securities Act or
the securities laws of any other jurisdiction and may not be offered or
sold in the United States absent registration or an applicable exemption
from registration requirements.

Forward-Looking Statements

This release contains "forward-looking statements" within the meaning of
the federal securities laws. Forward-looking statements are typically
identified by words or phrases such as "will," "anticipate," "estimate,"
"expect," "project," "intend," "plan," "believe," "target," "forecast,"
and other words and terms of similar meaning. These statements reflect
management's current views with respect to future events and are subject
to risk and uncertainties. We note that a variety of factors and
uncertainties could cause our actual results to differ significantly
from the results discussed in the forward-looking statements, including
but are not limited to: general economic, market, or business
conditions, and satisfaction of customary closing conditions related to
the private offering of Secured Notes. No assurance can be given that
the offering of Secured Notes discussed above will be consummated on the
terms described or at all. Except as required by law, we expressly
disclaim any obligation to publicly revise any forward-looking
statements contained in this news release to reflect the occurrence of
events after the date of this news release.